##### 



EXHIBIT 10.2 DATAWAVE SYSTEMS INC.
2000 STOCK OPTION PLAN This 2000 Stock Option Plan (the Plan) provides for the grant of options to acquire
shares of common stock, no par value (the Common Stock), of Datawave Systems Inc., a British
Columbia corporation (the Corporation). For the purposes of Eligible Employees (as defined
below) who are subject to tax in the United States, stock options granted under this Plan that
qualify under Section 422 of the United States Internal Revenue Code of 1986, as amended (the
Code), are referred to in this Plan as Incentive Stock Options. Incentive Stock Options and
stock options that do not qualify under Section 422 of the Code (Non-Qualified Stock Options) and
stock options granted to non-United States residents under this Plan are referred to collectively
as Options.  1.
    
    PURPOSE 1.1      The purpose of this Plan is to retain the services of valued key employees and consultants of
the Corporation and such other persons as the Plan Administrator shall select in accordance with
Section 3 below, and to encourage such persons to acquire a greater proprietary interest in the
Corporation, thereby strengthening their incentive to achieve the objectives of the shareholders of
the Corporation, and to serve as an aid and inducement in the hiring of new employees and to
provide an equity incentive to consultants and other persons selected by the Plan Administrator. 1.2      This Plan shall at all times be subject to all legal requirements relating to the
administration of stock option plans, if any, under applicable Canadian federal and provincial, and
United States federal and state securities laws, the Code, the rules of any applicable stock
exchange or stock quotation system, and the rules of any foreign jurisdiction applicable to Options
granted to residents therein (collectively, the Applicable Laws).  2.
    
    ADMINISTRATION 2.1      This Plan shall be administered initially by the Board of Directors of the Corporation (the
Board), except that the Board may, in its discretion, establish a committee composed of two (2)
or more members of the Board to administer the Plan, which committee (the Committee) may be an
executive, compensation or other committee, including a separate committee especially created for
this purpose. The Board or, if applicable, the Committee is referred to herein as the Plan
Administrator. 2.2      If and so long as the Common Stock is registered under Section 12(b) or 12(g) of the United
States Securities Exchange Actof 1934, as amended (the Exchange Act), the Board shall consider
in selecting the Plan Administrator and the membership of any Committee, with respect to any
persons subject or likely to become subject to Section 16 of the Exchange Act, the provisions
regarding (a) outside directors as contemplated by Section 162(m) of the Code, and (b)
Non-Employee Directors as contemplated by Rule 16b-3 under the Exchange Act. 2.3      The Committee shall have the powers and authority vested in the Board hereunder (including the
power and authority to interpret any provision of the Plan or of any Option). The




---



##### 



- 2 - members of any such Committee shall serve at the pleasure of the Board. A majority of the members
of the Committee shall constitute a quorum, and all actions of the Committee shall be taken by a
majority of the members present. Any action may be taken by a written instrument signed by all of
the members of the Committee and any action so taken shall be fully effective as if it had been
taken at a meeting. 2.4      The Board may at any time amend, suspend or terminate the Plan, subject to such shareholder
approval as may be required by Applicable Laws, including the rules of an applicable stock exchange
or other national market system, provided that:  (a)
    
    no Options may be granted during any suspension of the Plan or after
termination of the Plan; and(b)
    
    any amendment, suspension or termination of the Plan will not affect Options
already granted, and such Options will remain in full force and affect as if the Plan
had not been amended, suspended or terminated, unless mutually agreed otherwise between
the Optionee (as defined below) and the Plan Administrator, which agreement will have
to be in writing and signed by the Optionee and the Corporation. 2.5      No Options shall be granted under the Plan if the result at any time would be:  (a)
    
    the number of shares of Common Stock reserved for issuance with respect to
options granted to Insiders (as defined below) would exceed ten percent (10%) of the
outstanding Common Stock;(b)
    
    the issuance to Insiders, within a one year period, would result in a number of shares of Common Stock issued to Insiders exceeding ten percent (10%) of the
outstanding Common Stock; or(c)
    
    the issuance to any one Insider, within a one year period, a number of shares
of Common Stock that would exceed five percent (5%) of the outstanding Common Stock. 2.6      Subject to the provisions of this Plan, and with a view to effecting its purpose, the Plan
Administrator shall have sole authority, in its absolute discretion, to:  (a)
    
    construe and interpret this Plan;(b)
    
    define the terms used in the Plan;(c)
    
    prescribe, amend and rescind the rules and regulations relating to this Plan;(d)
    
    correct any defect, supply any omission or reconcile any inconsistency in this
Plan;(e)
    
    grant Options under this Plan;




---



##### 



- 3 -  (f)
    
    determine the individuals to whom Options shall be granted under this Plan and
whether the Option is an Incentive Stock Option or a Non-Qualified Stock Option, or
otherwise;(g)
    
    determine the time or times at which Options shall be granted under this Plan;(h)
    
    determine the number of shares of Common Stock subject to each Option, the
exercise price of each Option, the duration of each Option and the times at which each
Option shall become exercisable;(i)
    
    determine all other terms and conditions of the Options; and(j)
    
    make all other determinations and interpretations necessary and advisable for
the administration of the Plan. 2.7      All decisions, determinations and interpretations made by the Plan Administrator shall be
binding and conclusive on all participants in the Plan and on their legal representatives, heirs
and beneficiaries, subject to any contrary determination by the Board.  3.
    
    ELIGIBILITY 3.1      Incentive Stock Options may be granted to any individual who, at the time the Option is
granted, is a Consultant, Director, Employee, or Management Company Employee of the Corporation or
any Related Corporation (as defined below) (Eligible Employees) subject to tax in the United
States. 3.2      As used in this Plan, the terms Consultant, Director, Employee, or Management Company
Employee shall be as those terms are defined in section 1.2 of Policy 4.4 of the Canadian Venture
Exchange (CDNX) Corporate Finance Manual (the Manual). 3.3      Non-Qualified Stock Options may be granted to Eligible Employees and to such other persons
(other than Directors subject to tax in the United States) who are not Eligible Employees as the
Plan Administrator shall select, subject to any Applicable Laws. 3.4      Options may be granted in substitution for outstanding options of another corporation in
connection with the merger, consolidation, acquisition of property or stock or other reorganization
between such other corporation and the Corporation or any subsidiary of the Corporation. Options
also may be granted in exchange for outstanding Options. 3.5      No person shall be eligible to receive in any fiscal year Options to purchase more than 5% of
the outstanding shares of Common Stock (subject to adjustment as set forth in Section 5.1(m)
hereof). Any person to whom an Option is granted under this Plan is referred to as an Optionee.
Any person who is the owner of an Option is referred to as a Holder. 3.6      As used in this Plan, the term Related Corporation shall mean any corporation (other than the
Corporation) that is a Parent Corporation of the Corporation or Subsidiary Corporation of the
Corporation, as those terms are defined in Sections 424(e) and 424(f),




---



##### 



- 4 - respectively, of the Code (or any successor provisions) and the regulations thereunder (as amended
from time to time).  4.
    
    STOCK 4.1      The Plan Administrator is authorized to grant Options to acquire up to a total of 5,266,720
shares of the Corporations authorized but unissued, or reacquired, Common Stock. The number of
shares with respect to which Options may be granted hereunder is subject to adjustment as set forth
in Section 5.1(m) hereof. In the event that any outstanding Option expires or is terminated for
any reason, the shares of Common Stock allocable to the unexercised portion of such Option may
again be subject to an Option granted to the same Optionee or to a different person eligible under
Section 3 of this Plan; provided however, that any cancelled Options will be counted against the
maximum number of shares with respect to which Options may be granted to any particular person as
set forth in Section 3 hereof.  5.
    
    TERMS AND CONDITIONS OF OPTIONS 5.1      Each Option granted under this Plan shall be evidenced by a written agreement approved by the
Plan Administrator (the Agreement). Agreements may contain such provisions, not inconsistent
with this Plan, as the Plan Administrator in its discretion may deem advisable. All Options also
shall comply with the following requirements:  (a)
    
    Number of Shares and Type of OptionEach Agreement shall state the number of shares of Common Stock to which it pertains
and, for Optioness subject to tax in the United States, whether the Option is
intended to be an Incentive Stock Option or a Non-Qualified Stock Option, provided
that:  (i)
    
    in the absence of action to the contrary by the Plan
Administrator in connection with the grant of an Option, all Options shall be
Non-Qualified Stock Options;(ii)
    
    the aggregate fair market value (determined at the Date of
Grant, as defined below) of the stock with respect to which Incentive Stock
Options are exercisable for the first time by an Optionee subject to tax in the
United States during any calendar year (granted under this Plan and all other
Incentive Stock Option plans of the Corporation, a Related Corporation or a
predecessor corporation) shall not exceed U.S.$100,000, or such other limit as
may be prescribed by the Code as it may be amended from time to time (the
Annual Limit); and(iii)
    
    any portion of an Option which exceeds the Annual Limit shall
not be void but rather shall be a Non-Qualified Stock Option.  (b)
    
    Date of Grant




---



##### 



- 5 -  Each Agreement shall state the date the Plan Administrator has deemed to be the
effective date of the Option for purposes of this Plan (the Date of Grant).(c)
    
    Option PriceEach Agreement shall state the price per share of Common Stock at which it is
exercisable. The Plan Administrator shall act in good faith to establish the
exercise price in accordance with Applicable Laws; provided that:  (i)
    
    the per share exercise price for an Incentive Stock Option or
any Option granted to a covered employee as such term is defined for purposes
of Section 162(m) of the Code (Covered Employee) shall not be less than the
fair market value per share of the Common Stock at the Date of Grant as
determined by the Plan Administrator in good faith;(ii)
    
    with respect to Incentive Stock Options granted to
greater-than-ten percent (>10%) shareholders of the Corporation (as
determined with reference to Section 424(d) of the Code), the exercise price
per share shall not be less than one hundred ten percent (110%) of the fair
market value per share of the Common Stock at the Date of Grant as determined
by the Plan Administrator in good faith;(iii)
    
    Options granted in substitution for outstanding options of
another corporation in connection with the merger, consolidation, acquisition
of property or stock or other reorganization involving such other corporation
and the Corporation or any subsidiary of the Corporation may be granted with an
exercise price equal to the exercise price for the substituted option of the
other corporation, subject to any adjustment consistent with the terms of the
transaction pursuant to which the substitution is to occur; and(iv)
    
    with respect to Non-Qualified Stock Options, the exercise price
per share shall be determined by the Plan Administrator at the time the Option
is granted, but such price shall not be less than the closing trading price of
the Common Stock on the CDNX on the last trading day preceding the date on
which the Option is granted (or if the Common Stock is not then listed and
posted for trading on the CDNX, on such other stock exchange on which the
Common Shares are listed and posted for trading as may be selected by the Board
of Directors). In the event that the Common Stock is not listed and posted for
trading on any stock exchange or other quotation systems, the exercise price
shall be the fair market value of the Common Stock as determined by the Plan
Administrator.  (d)
    
    Duration of OptionsAt the time of the grant of the Option, the Plan Administrator shall designate,
subject to paragraph 5.1(g) below, the expiration date of the Option, which date
shall not be later than ten (10) years from the Date of Grant; provided, that the
expiration date of any Incentive Stock Option granted to a greater-than-ten percent
(>10%) shareholder




---



##### 



- 6 -  of the Corporation (as determined with reference to Section 424(d) of the Code)
shall not be later than five (5) years from the Date of Grant. In the absence of
action to the contrary by the Plan Administrator in connection with the grant of a
particular Option, and except in the case of Incentive Stock Options as described
above, all Options granted under this Plan shall expire five (5) years from the Date
of Grant.(e)
    
    Vesting ScheduleNo Option shall be exercisable until it has vested. The vesting schedule for each
Option shall be specified by the Plan Administrator at the time of grant of the
Option prior to the provision of services with respect to which such Option is
granted; providedthat if no vesting schedule is specified at the time of grant, the
Option shall vest as follows:  (i)
    
    on the first anniversary of the Date of Grant, the Option shall
vest and shall become exercisable with respect to 25% of the Common Stock to
which it pertains;(ii)
    
    on the second anniversary of the Date of Grant, the Option
shall vest and shall become exercisable with respect to an additional 25% of
the Common Stock to which it pertains;(iii)
    
    on the third anniversary of the Date of Grant, the Option
shall vest and shall become exercisable with respect to an additional 25% of
the Common Stock to which it pertains; and(iv)
    
    on the fourth anniversary of the Date of Grant, the Option
shall vest and shall become exercisable with respect to balance of the Common
Stock to which it pertains. The Plan Administrator may specify a vesting schedule for all or any portion of an
Option based on the achievement of performance objectives established in advance of
the commencement by the Optionee of services related to the achievement of the
performance objectives. Performance objectives shall be expressed in terms of one
or more of the following: return on equity, return on assets, share price, market
share, sales, earnings per share, costs, net earnings, net worth, inventories, cash
and cash equivalents, gross margin or the Corporations performance relative to its
internal business plan, or such other terms as determined and directed by the Board.
Performance objectives may be in respect of the performance of the Corporation as a
whole (whether on a consolidated or unconsolidated basis), a Related Corporation, or
a subdivision, operating unit, product or product line of either of the foregoing.
Performance objectives may be absolute or relative and may be expressed in terms of
a progression or a range. An Option that is exercisable (in full or in part) upon
the achievement of one or more performance objectives may be exercised only
following written notice to the Optionee and the Corporation by the Plan
Administrator that the performance objective has been achieved.  (f)
    
    Acceleration of Vesting




---



##### 



- 7 -  The vesting of one or more outstanding Options may be accelerated by the Plan
Administrator at such times and in such amounts as it shall determine in its sole
discretion. The vesting of Options also shall be accelerated under the
circumstances described in Section 5.1(m) below.  (g)
    
    Term of Option  (i)
    
    Options that have vested as specified by the Plan Administrator
or in accordance with this Plan, shall terminate, to the extent not previously
exercised, upon the occurrence of the first of the following events:  A.
    
    the expiration of the Option, as designated by
the Plan Administrator in accordance with Section 5.1(d) above;B.
    
    the date of an Optionees termination of
employment or contractual relationship with the Corporation or any
Related Corporation for cause (as determined in the sole discretion of
the Plan Administrator);C.
    
    the expiration of three (3) months from the
date of an Optionees termination of employment or contractual
relationship with the Corporation or any Related Corporation for any
reason whatsoever other than cause, death or Disability (as defined
below); orD.
    
    the expiration of one year (1) from termination
of an Optionees employment or contractual relationship by reason of
death or Disability (as defined below).  (ii)
    
    Upon the death of an Optionee, any vested Options held by the
Optionee shall be exercisable only by the person or persons to whom such
Optionees rights under such Option shall pass by the Optionees will or by the
laws of descent and distribution of the Optionees domicile at the time of
death and only until such Options terminate as provided above.(iii)
    
    For purposes of the Plan, unless otherwise defined in the
Agreement, Disability shall mean medically determinable physical or mental
impairment which has lasted or can be expected to last for a continuous period
of not less than six (6) months or that can be expected to result in death.
The Plan Administrator shall determine whether an Optionee has incurred a
Disability on the basis of medical evidence acceptable to the Plan
Administrator. Upon making a determination of Disability, the Plan
Administrator shall, for purposes of the Plan, determine the date of an
Optionees termination of employment or contractual relationship.(iv)
    
    Unless accelerated in accordance with Section 5.1(f) above,
unvested Options shall terminate immediately upon termination of employment of
the Optionee by the Corporation for any reason whatsoever, including death or
Disability.




---



##### 



- 8 -  (v)
    
    For purposes of this Plan, transfer of employment between or
among the Corporation and/or any Related Corporation shall not be deemed to
constitute a termination of employment with the Corporation or any Related
Corporation. For purposes of this subsection, employment shall be deemed to
continue while the Optionee is on military leave, sick leave or other bona fide
leave of absence (as determined by the Plan Administrator). The foregoing
notwithstanding, employment shall not be deemed to continue beyond the first
ninety (90) days of such leave, unless the Optionees re-employment rights are
guaranteed by statute or by contract.  (h)
    
    Exercise of Options  (i)
    
    Options shall be exercisable, in full or in part, at any time
after vesting, until termination. If less than all of the shares included in
the vested portion of any Option are purchased, the remainder may be purchased
at any subsequent time prior to the expiration of the Option term. No portion
of any Option for less than fifty (50) shares (as adjusted pursuant to Section
5.1(m) below) may be exercised; provided, that if the vested portion of any
Option is less than fifty (50) shares, it may be exercised with respect to all shares for which it is vested. Only whole shares may be issued pursuant to an
Option, and to the extent that an Option covers less than one (1) share, it is
unexercisable.(ii)
    
    Options or portions thereof may be exercised by giving written
notice to the Corporation, which notice shall specify the number of shares to
be purchased, and be accompanied by payment in the amount of the aggregate
exercise price for the Common Stock so purchased, which payment shall be in the
form specified in Section 5.1(i) below. The Corporation shall not be obligated
to issue, transfer or deliver a certificate of Common Stock to the Holder of
any Option, until provision has been made by the Holder, to the satisfaction of
the Corporation, for the payment of the aggregate exercise price for all shares
for which the Option shall have been exercised and for satisfaction of any tax
withholding obligations associated with such exercise.(iii)
    
    During the lifetime of an Optionee, Options are exercisable
only by the Optionee or in the case of a Non-Qualified Stock Option, transferee
who takes title to such Option in the manner permitted by subsection 5.1(k)
hereof.  (i)
    
    Payment upon Exercise of OptionUpon the exercise of any Option, the aggregate exercise price shall be paid to the
Corporation in cash or by certified or cashiers check. In addition, if
pre-approved in writing by the Plan Administrator who may arbitrarily withhold
consent, the Holder




---



##### 



- 9 -  may pay for all or any portion of the aggregate exercise price by complying with one
or more of the following alternatives:  (i)
    
    by delivering to the Corporation shares of Common Stock
previously held by such Holder, or by the Corporation withholding shares of
Common Stock otherwise deliverable pursuant to exercise of the Option, which shares of Common Stock received or withheld shall have a fair market value at
the date of exercise (as determined by the Plan Administrator) equal to the
aggregate exercise price to be paid by the Optionee upon such exercise; or(ii)
    
    by complying with any other payment mechanism approved by the
Plan Administrator at the time of exercise.  (j)
    
    No Rights as a ShareholderA Holder shall have no rights as a shareholder with respect to any shares covered by
an Option until such Holder becomes a record holder of such shares, irrespective of
whether such Holder has given notice of exercise. Subject to the provisions of
Section 5.1(m) hereof, no rights shall accrue to a Holder and no adjustments shall
be made on account of dividends (ordinary or extraordinary, whether in cash,
securities or other property) or distributions or other rights declared on, or
created in, the Common Stock for which the record date is prior to the date the
Holder becomes a record holder of the shares of Common Stock covered by the Option,
irrespective of whether such Holder has given notice of exercise.(k)
    
    Transfer of Option  (i)
    
    Options granted under this Plan and the rights and privileges
conferred by this Plan may not be transferred, assigned, pledged or
hypothecated in any manner (whether by operation of law or otherwise) other
than by will or by applicable laws of descent and distribution or pursuant to a
qualified domestic relations order, and shall not be subject to execution,
attachment or similar process; provided howeverthat, subject to applicable
laws:for Incentive Stock Options,  A.
    
    any Agreement may provide or be amended to
provide that a Non-Qualified Stock Option to which it relates is
transferable without payment of consideration to immediate family
members of the Optionee or to trusts or partnerships or limited
liability companies established exclusively for the benefit of the
Optionee and the Optionees immediate family members; andB.
    
    any Agreement may provide or be amended to
provide that an Incentive Stock Option to which it relates may be
transferred by the Holder to a revocable trust with respect to which
the Holder




---



##### 



- 10 -  and the Holders spouse are the sole grantors to the extent permitted
by the Code; orfor Non-Qualified Stock Options,C.
    
    the Optionees heirs or administrators may
exercise any portion of the outstanding Options within one year of the
Optionees death.  (ii)
    
    Upon any attempt to transfer, assign, pledge, hypothecate or
otherwise dispose of any Option or of any right or privilege conferred by this
Plan contrary to the provisions hereof, or upon the sale, levy or any
attachment or similar process upon the rights and privileges conferred by this
Plan, such Option shall thereupon terminate and become null and void.  (l)
    
    Securities Regulation and Tax Withholding  (i)
    
    Shares shall not be issued with respect to an Option unless the
exercise of such Option and the issuance and delivery of such shares shall
comply with all Applicable Laws. The inability of the Corporation to obtain
from any regulatory body the authority deemed by the Corporation to be
necessary for the lawful issuance and sale of any Options or shares under this
Plan, or the unavailability of an exemption from registration for the issuance
and sale of any shares under this Plan, shall relieve the Corporation of any
liability with respect to the non-issuance or sale of such Options or shares.(ii)
    
    As a condition to the exercise of an Option, the Plan
Administrator may require the Holder to represent and warrant in writing at the
time of such exercise that the shares are being purchased only for investment
and without any then-present intention to sell or distribute such shares. At
the option of the Plan Administrator, a stop-transfer order against such shares
may be placed on the stock books and records of the Corporation, and a legend
indicating that the stock may not be pledged, sold or otherwise transferred
unless an opinion of counsel is provided stating that such transfer is not in
violation of any applicable law or regulation, may be stamped on the
certificates representing such shares in order to assure an exemption from
registration. The Plan Administrator also may require such other documentation
as may from time to time be necessary to comply with federal, provincial or
state securities laws. THE CORPORATION HAS NO OBLIGATION TO UNDERTAKE
REGISTRATION OF OPTIONS OR THE SHARES OF STOCK ISSUABLE UPON THE EXERCISE OF
OPTIONS.(iii)
    
    The Holder shall pay to the Corporation by certified or
cashiers check, promptly upon exercise of an Option or, if later, the date
that the amount of such obligations becomes determinable, all applicable
federal, state, provincial, local and foreign withholding taxes that the Plan




---



##### 



- 11 -  Administrator, in its discretion, determines to result upon exercise of an
Option or from a transfer or other disposition of shares of Common Stock
acquired upon exercise of an Option or otherwise related to an Option or shares of Common Stock acquired in connection with an Option. Upon approval
of the Plan Administrator, a Holder may satisfy such obligation by complying
with one or more of the following alternatives selected by the Plan
Administrator:  A.
    
    by delivering to the Corporation shares of
Common Stock previously held by such Holder or by the Corporation
withholding shares of Common Stock otherwise deliverable pursuant to
the exercise of the Option, which shares of Common Stock received or
withheld shall have a fair market value at the date of exercise (as
determined by the Plan Administrator) equal to any withholding tax
obligations arising as a result of such exercise, transfer or other
disposition; orB.
    
    by complying with any other payment mechanism
approved by the Plan Administrator from time to time.  (iv)
    
    The issuance, transfer or delivery of certificates of Common
Stock pursuant to the exercise of Options may be delayed, at the discretion of
the Plan Administrator, until the Plan Administrator is satisfied that the
applicable requirements of the federal, provincial and state securities laws
and the withholding provisions under Applicable Laws have been met and that the
Holder has paid or otherwise satisfied any withholding tax obligation as
described in paragraph 5.1(l)(iii) above.  (m)
    
    Stock Dividend or Reorganization  (i)
    
    If (1) the Corporation shall at any time be involved in a
transaction described in Section 424(a) of the Code (or any successor
provision) or any corporate transaction described in the regulations
thereunder; (2) the Corporation shall declare a dividend payable in, or shall
subdivide, reclassify, reorganize, or combine, its Common Stock or (3) any
other event with substantially the same effect shall occur, the Plan
Administrator shall, subject to applicable law, with respect to each
outstanding Option, proportionately adjust the number of shares of Common Stock
subject to such Option and/or the exercise price per share so as to preserve
the rights of the Holder substantially proportionate to the rights of the
Holder prior to such event, and to the extent that such action shall include an
increase or decrease in the number of shares of Common Stock subject to
outstanding Options, the number of shares available under Section 4 of this
Plan and the exercise price for such Options shall automatically be increased
or decreased, as the case may be, proportionately, without further action on
the part of the Plan




---



##### 



- 12 -  Administrator, the Corporation, the Corporations shareholders, or any
Holder, so as to preserve the proportional rights of the Holder.(ii)
    
    In the event that the presently authorized capital stock of the
Corporation is changed into the same number of shares with a different par
value, or without par value, the stock resulting from any such change shall be
deemed to be Common Stock within the meaning of the Plan, and each Option shall
apply to the same number of shares of such new stock as it applied to old shares immediately prior to such change.(iii)
    
    If the Corporation shall at any time declare an extraordinary
dividend with respect to the Common Stock, whether payable in cash or other
property, the Plan Administrator may, subject to applicable law, in the
exercise of its sole discretion and with respect to each outstanding Option,
proportionately adjust the number of shares of Common Stock subject to such
Option and/or adjust the exercise price per share so as to preserve the rights
of the Holder substantially proportionate to the rights of the Holder prior to
such event, and to the extent that such action shall include an increase or
decrease in the number of shares of Common Stock subject to outstanding
Options, the number of shares available under Section 4 of this Plan shall
automatically be increased or decreased, as the case may be, proportionately,
without further action on the part of the Plan Administrator, the Corporation,
the Corporations shareholders, or any Holder.(iv)
    
    The foregoing adjustments in the shares subject to Options
shall be made by the Plan Administrator, or by any successor administrator of
this Plan, or by the applicable terms of any assumption or substitution
document.(v)
    
    The grant of an Option shall not affect in any way the right or
power of the Corporation to make adjustments, reclassifications,
reorganizations or changes of its capital or business structure, to merge,
consolidate or dissolve, to liquidate or to sell or transfer all or any part of
its business or assets.  6.
    
    EFFECTIVE DATE; SHAREHOLDER APPROVAL 6.1      Incentive Stock Options may be granted by the Plan Administrator from time to time on or after
the date on which this Plan is adopted (the Effective Date) through the day immediately preceding
the tenth anniversary of the Effective Date. 6.2      Non-Qualified Stock Options may be granted by the Plan Administrator on or after the Effective
Date and until this Plan is terminated by the Board in its sole discretion. 6.3      Termination of this Plan shall not terminate any Option granted prior to such termination.




---



##### 



- 13 - 6.4      The approval of Disinterested Shareholders will be obtained for any reduction in the exercise
price of Options if the Optionee is an Insider of the Corporation at the time of the proposed
amendment. The terms Disinterested Shareholder and Insider shall have the meanings as defined
for those terms in the Applicable Laws. 6.5      Any Options granted by the Plan Administrator prior to the approval of this Plan by the
shareholders of the Corporation shall be granted subject to ratification of this Plan by the
shareholders of the Corporation within twelve (12) months before or after the Effective Date. If
such shareholder ratification is sought and not obtained, all Options granted prior thereto and
thereafter shall be considered Non-Qualified Stock Options and any Options granted to Covered
Employees will not be eligible for the exclusion set forth in Section 162(m) of the Code with
respect to the deductibility by the Corporation of certain compensation. In addition, any such
Options will remain unvested unless and until shareholder approval is obtained.  7.
    
    NO OBLIGATIONS TO EXERCISE OPTION 7.1      The grant of an Option shall impose no obligation upon the Optionee to exercise such Option.  8.
    
    NO RIGHT TO OPTIONS OR TO EMPLOYMENT 8.1      Whether or not any Options are to be granted under this Plan shall be exclusively within the
discretion of the Plan Administrator, and nothing contained in this Plan shall be construed as
giving any person any right to participate under this Plan. 8.2      The grant of an Option shall in no way constitute any form of agreement or understanding
binding on the Corporation or any Related Corporation, express or implied, that the Corporation or
any Related Corporation will employ or contract with an Optionee for any length of time, nor shall
it interfere in any way with the Corporations or, where applicable, a Related Corporations right
to terminate Optionees employment at any time, which right is hereby reserved.  9.
    
    APPLICATION OF FUNDS 9.1      The proceeds received by the Corporation from the sale of Common Stock issued upon the exercise
of Options shall be used for general corporate purposes, unless otherwise directed by the Board.  10.
    
    INDEMNIFICATION OF PLAN ADMINISTRATOR 10.1      In addition to all other rights of indemnification they may have as members of the Board,
members of the Plan Administrator shall be indemnified by the Corporation for all reasonable
expenses and liabilities of any type or nature, including attorneys fees, incurred in connection
with any action, suit or proceeding to which they or any of them are a party by reason of, or in
connection with, this Plan or any Option granted under this Plan, and against all amounts paid by
them in settlement thereof (provided that such settlement is approved by independent legal counsel
selected by the Corporation), except to the extent that such expenses relate to matters for which
it is adjudged that such Plan Administrator member is liable for




---



##### 



- 14 - willful misconduct; provided, that within fifteen (15) days after the institution of any such
action, suit or proceeding, the Plan Administrator member involved therein shall, in writing,
notify the Corporation of such action, suit or proceeding, so that the Corporation may have the
opportunity to make appropriate arrangements to prosecute or defend the same.  11.
    
    AMENDMENT OF PLAN 11.1      The Plan Administrator may, subject to Applicable Laws, at any time, modify, amend or
terminate this Plan or modify or amend Options granted under this Plan, including, without
limitation, such modifications or amendments as are necessary to maintain compliance with
applicable statutes, rules or regulations; provided howeverthat:  (a)
    
    no amendment with respect to an outstanding Option which has the effect of
reducing the benefits afforded to the Holder thereof shall be made over the objection
of such Holder;(b)
    
    the events triggering acceleration of vesting of outstanding Options may be
modified, expanded or eliminated without the consent of Holders;(c)
    
    the Plan Administrator may condition the effectiveness of any such amendment on
the receipt of shareholder approval at such time and in such manner as the Plan
Administrator may consider necessary for the Corporation to comply with or to avail the
Corporation and/or the Optionees of the benefits of any securities, tax, market listing
or other administrative or regulatory requirement; and(d)
    
    the Plan Administrator may not increase the number of shares available for
issuance on the exercise of Incentive Stock Options without shareholder approval. 11.2      Without limiting the generality of Section 11.1 hereof, the Plan Administrator may modify
grants to persons who are eligible to receive Options under this Plan who are foreign nationals or
employed outside Canada and the United States to recognize differences in local law, tax policy or
custom. Effective Date: July 29,
2002